MODIFICATION  OF  CONTRACT 


OF 


Central  Vermont  Railroad  Company, 

(TRUSTEES  AND  MANAGERS.) 

FEBRUARY  25,  187  6. 


RUTLAND : 

TUTTLE  &  COMPANY,  PRINTERS, 


Digitized  by  the  Internet  Archive 
in  2018  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/modificationofcoOOrutl 


MODIFICATION  OF  CONTRACT 

Rutland  Railroad  Co.  with  Central  Vermont  Railroad  Company, 


(TRUSTEES  AND  MANAGERS.) 

February  2oth,  1876. 


Whericas,  a  certain  contract  in  writing  dated  December  80,  1870,  was  here¬ 
tofore  entered  into  by  the  Rutland  Railroad  Company  of  the  first  part,  and  J. 
Gregory  Smith,  Joseph  Clark,  Wortliington  C.  Smith  and  Benjamin  P.  Che¬ 
ney,  Trustees  and  Managers  of  the  Vermont  Central  and  Vermont  and  Canada 


Railroads  ot  the  second  part,  which  is  hereby  referred  to  as  part  hereof: 


x\ud  whereas,  the  Rutland  Railroad  Company  executed  to  said  J.  Gregory 
Smith  and  others  as  Trustees  and  Managers,  a  certain  assignment  of  leases 
dated  January  30,  1871,  tvhich  was  accepted  in  writing  by  said  Trustees  and 
Managers,  which  assignment  and  acceptance  are  also  liereby  referred  to  as  a 
part  hereof : 

And  whereas,  said  Trustees  and  Managers  for  the  purpose  ef  securing  the 
payment  of  the  rent  provided  by  the  terms  of  said  contract  to  be  paid  the 
said  Rutland  Railroad  Company,  drew  their  tMm  several  orders  in  favor  of  said 
Rutland  Railroad  Company,  to  wit :  one  upon  the  Connecticut  River  Railroad 
Company,  and  one  upon  the  Cheshire  Railroad  Company,  both  dated  January 
30th,  1871,  and  both  accepted  by  the  respective  companies  upon  which  they 
were  drawn  ;  which  orders  and  accei)tances  are  referred  to  as  part  hereof : 

And  whereas,  the  court  of  chancery  for  Franklin  County  by  its  order  made 
upon  the  petition  of  said  Trustees  and  Managers  in  the  cause  wherein  said 
Ti’ustees  and  Managers  were  appointed  and  acting,  dated  January  5,  1871,  did 
approve,  ratify  and  confirm  the  action  of  said  Trustees  and  Managers  in  enter¬ 
ing  into  said  contract  and  drawing  said  orders,  and  did  otherwise  order  and 
decree  in  the  premises,  which  is  also  hereby  referred  to  and  made  a  part 
thereof : 


4 


And  whereas,  said  Trustees  and  Managers  by  a  certain  agreement  in  writing, 

dated  February  12,  1873,  which  was  also  approved  by  another  order  of  said 

* 

court  in  said  cause,  dated  February  28,  1873,  surrendered  certain  of  the  lines  of 
railroad,  dock  and  i)efsonal  property  connected  therewith,  referred  to  in  said 
contract  of  December  30,  1870,  and  situated  in  the  State  of  New  York,  and 
also  the  steamer  Oakes  Ames,  upon  certain  terms  and  conditions  as  therein 
provided,  which  agreement  and  order  are  also  referred  to  as  a  part  hereof : 

And  whereas,  the  Central  Vermont  Railroad  Company  has  heretofore,  by 
an  order  of  the  court  of  chancery  in  Franklin  County,  made  in  said  cause,  on 
the  21st  day  of  June,  1873,  been  substituted  and  appointed  Receiver  and 
Manager  in  the  place  and  stead  of  the  above  named  J.  Gregory  Smith  and 
others,  and  since  the  1st  day  of  July,  1873,  said  Central  Vermont  Railroad 
Company  lias  been  in  possession  of  said  Rutland  Railroad  and  other  leased 
roads,  as  well  as  of  the  Vermont  Central  and  Vermont  and  Canada  Railroads 
and  the  j)ersonal  proj)erty  connected  therewith,  as  the  successor  of  said  Trus¬ 
tees  and  Managers,  to  which  proceedings  and  order  or  the  tiles  therein  refer¬ 
ence  is  hereby  made  as  a  part  hereof: 

And  whereas,  certain  controversies  have  arisen  between  said  Rutland  Railroad 
Company  and  the  Central  Vermont  Railroad  Company,  successor  in  said  Trust, 
as  aforesaid,  touching  the  rents  due  and  to  become  due  to  said  Rutland 
Railroad  Company  under  said  contract  of  December  30,  1870,  assignment  of 
leases  and  orders  drawn  and  acce))ted  as  aforesaid,  as  well  as  in  respect  to  said 
Addisoii  Railroad  and  various  other  mattei  s  : — 

Now,  for  the  purpose  of  effectually  settling  and  terminating  said  controver¬ 
sies  and  all  of  them,  and  every  and  all  matters  of  disi)Ute,  claim  or 
question  of  every  name,  nature  or  descri])tion,  that  can,  or  may  now  exist 
between  said  Rutland  Railroad  Company  and  said  J.  Gregory  Smith 
and  others.  Trustees  and  ^Managers  as  albresaid,  or  said  Trust  whereof 
they  were  Trustees  and  Managers,  or  the  Central  Vermont  Railroad  Company 
successor  in  said  Trust  as  Receiver  and  Manager,  and  in  consideration  of  the 
settlement  and  adjustment  of  all  such  disputes,  and  controversies  : 

It  is  hereby  mutually  covenanted  and  agreed,  by  and  between  said  Rutland 


5 


Railroad  Company  of  the  first  part,  and  said  Central  Vermont  Railroad  Com¬ 
pany,  Receiver  and  Manager  as  aforesaid,  and  in  its  capacity  of  Receiver  and 
and  Manager  only,  of  the  second  part,  as  follows : 

Artict.e  1.  From  and  after  the  1st  day  of  February,  1875,  the  party  of 
the  second  part  hereto  agrees  to  pay  to  the  party  of  the  first  pait  as  rent  for 
the  use,  management  and  control  of  said  Rutland,  and  Addison  Raili’oads  and 
the  property  connected  therewith,  or  with  either,  the  sum  hereinafter  men¬ 
tioned,  which  shall  be  ascertained  as  follows:  The  gross  earnings  of  the 
Vermont  Central,  Vermont  and  Canada,  Rutland,  and  Addison  Railroads  shall 
be  semi-annually  added  together.  Of  the  aggregate  sum  so  arriveil  at  there 
shall  be  set  apart  thirty-six  and  one  fourth  })er  cent  thereof  as  the  share  of  said 
Rutland  and  Addison  Railroads  of  said  gross  earnings;  out  of  which  share 
the  party  of  the  second  part  may  retain  seventy-five  per  cent  as  an  agreed  pro¬ 
portion  for  the  payment  of  all  expenses  of  operating  said  Rutland,  and  Addison 
Railroads,  and  maintaining  said  roads,  their  structures  and  equipment  in  good 
order  and  condition,  and  keeping  the  same  in  re[)air,  and  of  all  other  expenses, 
incumbent  upon  the  party  of  the  second  part  in  the  operation  of  said  railroads, 
under  and  as  provided  in  said  contract  of  December  80,  1870;  And  said 
party  of  the  second  i)art  shall  pay  over  to  the  party  of  the  fii'St  j)art,  as 
hereinafter  provided,  the  balance  being  tvventy-five  per  cent  of  said  thirty-six 
and  one  fourth  per  cent.  Provided,  however,  and  said  party  of  the  second 
part  hereby  agrees,  and  does  hereby  guarrantee  that  the  amount  ascertained 
as  aforesaid  and  ])ayal)le  to  the  iiarty  of  the  first  ])art,  shall  amount  to  not 
less  than  the  sum  of  two  hundreil  and  fifty  thousand  dollars  for  each  and 
every  year,  commencing  February  1st  1875,  during  the  continuance  of  said 
contract  as  modified  hereby.  And  the  party  of  the  second  part  hereby  cov¬ 
enants,  promises  and  agrees  to  and  with  the  party  of  the  first  part,  to  pay  said 
annual  sum  of  two  hundred  and  fifty  thousand  dollars,  and  in  addition  thereto, 
the  sum  of  eight  thousand  dollars  annually,  as  provided  in  said  contract  of 
December  30,  1870,  for  the  purpose  of  keeping  up  the  organization  of  said 
Rutland  Railroad  Company  and  of  paying  the  incidental  expenses  thereof. 


V 


\  , 


6 

Said  suras  to  be  paid  in  equal  monthly  installments  and  on  the  last  day  ot  each 
month  during  the  time  said  party  of  the  second  part  shall  hold  and  possess 
said  railroads  under  said  contract  as  modified  hereby.  And  it  is  hereby  further 
understood  and  agreed  that  if  in  any  year  said  twenty-five  per  cent  of  said 
thirty-six  and  one  fourth  per  cent  gross  earnings  of  said  Vermont  Central^ 
Vermont  and  Canada,  Rutland,  and  Addison  Railroads  shall  exceed  said  sum  of 
two  hundred  and  fifty  thousand  dollars,  the  amount  of  such  excess  shall  be 
paid  to  the  party  of  the  first  part  by  the  party  of  the  second  j)art,  seini-annu- 
ally,  and  within  thirty  days  from  and  after  the  1st  days  of  January  and  July 
in  each  year.  The  party  of  the  second  ])art  also  agrees  to  keep  accurate 
accounts  of  said  gross  earnings,  and  the  books  and  vouchers  pertaining  to 
said  accounts  are  to  be  open  to  the  inspection  and  examination  of  the  Presi¬ 
dent  and  Treasurer  of  said  party  of  the  first  part,  or  eitlier  of  them.  The 
foregoing  provisions  of  this  article  to  be  in  lieu  of  and  to  stand  in  place  of  the 
provisions  of  said  contract  of  December  30,  1870,  in  relation  to  the  rents 
payable  for  the  use  of  said  Rutland,  and  Addison  Railroads,  but  are  not  to 
affect  the  provisions  of  article  9  of  said  contract  of  December  30,  1870. 

Aktici.k  2.  In  addition  to  said  rents,  jjayable  for  the  use  of  the  Rutland, 
and  Addison  Railroads  as  aforesaid,  the  rents  -for  the  use  of  the  Vermont 
Valley,  and  Vermont  and  Massachusetts  (B'anch)  Railroads  shall  be  paid  to 
the  Rutland  Railroad  Company  by  the  party  of  the  second  part  in  equal 
monthly  installments,  and  on  the  last  day  of  eacli  month  during  the  time  said 
party  of  the  second  part  shall  remain  in  possession  of  said  roads  or  either  of  them 
under  said  contract  as  hei’eby  modified,  and  at  the  several  rates  respectively  provided 
in  and  by  said  contract  of  December  30,  1870.  Provided  however,  if  it  shall  be 
decided  that  the  party  of  the  second  part,  does  not,  or  cannot  legally  hold  and 
possess  said  Vermont  Valley  Kailroad  under  the  claim  or  title  derived  from 
said  party  of  the  first  part,  and  said  party  of  the  second  part,  or  their  suc¬ 
cessors,  shall  be  compelled  to  pay  for  the  use  of  said  road  and  property  there¬ 
with  connected  to  the  Vermont  Valley  Railroad  Company  of  1871,  their 
successors,  or  to  other  parties  interested  in  said  company,  then  and  iu  such 
case,  the  party  of  the  second  part  shall  be  entitled  to  retain  from  any  sums 


7 

due  or  to  become  due  to  said  party  ot  the  first  part  as  rent  for  said  Rutland, 
and  Addison  Railroads,  such  sums  as  it  may  be  compelled  to  pay,  to  an  amount 
not  exceeding  the  amount  paid  the  said  party  of  the  first  part  for  the  use  of 
said  Vermont  Valley  Railroad. 

Article  8.  Payments  under  the  order  dated  January  30,  1871,  above 
referred  to,  and  drawn  on  the  Cheshire  Railroad  Company  in  favor  of  said 
party  of  the  first  part,  shall  be  forthwith  resumed  at  the  rate  of  twenty  thousand 
dollars  per  month  as  therein  jirovided  ;  and  the  order  dated  as  aforesaid, 
and  also  above  referred  to,  and  drawn  on  the  Connecticut  River  Railroad 
Company  in  favor  of  said  party  of  the  first  [lart,  is  hereby  reduced,  and  shall 
be  for  the  amount  of  eleven  thousand  and  five  hundred  dollars  per  month,  until 
the  1st  day  of  December,  1880,  and  thereafter  for  the  sum  of  twelve  thousand 
dollars  per  month,  and  payable  monthly  as  therein  provided,  and  payments  for 
said  reduced  amounts  shall  be  forthwith  resumed  ;  but  said  payments  under 
said  orders  shall  be  made  to  the  ])arty  of  the  first  part  in  such  manner  as  not 
to  prevent  the  present  method  of  daily  settlements  between  said  Receiver  and 
Manager  and  said  Cheshire  and  Connecticut  River  Railroad  Companies.  Said 
last  named  Companies  however,  upon  such  daily  settlement,  retaining  in  their 
hands  re.spectively  amounts  sufficient  to  make  the  monthly  payments  to  said 
party  of  the  first  part  as  aforesaid,  and  said  orders  shall  not  be  revoked  but 
shall  stand  as  a  cot;tinuing  security  for  the  ])ayment  of  the  rents  herein  stipu¬ 
lated  to  be  paid  and  shall  be  treated  as  a  material  part  of  this  agreement. 

Artici.e  4.  All  other  provisions,  stipulations,  promises,  covenants  and  con¬ 
ditions,  not  herein  expressly  modified,  which  are  contained  in  said  contract  of 
December  30,  1870,  and  in  the  assignment  of  leases  dated  January  30,  1871, 
shall  stand  and  remain  in  full  force  and  effect,  aud  they  shall  apply  to  said 
contract  as  hereby  modified  with  the  same  effect  as  if  herein  contained  aud 
expressed,  or  at  large  set  forth  ;  and  all  liens  and  securities  therein  created,  aud 
confirmed  aud  ratified  by  said  court  shall  stand  and  remain  in  full  force,  as  well 
as  said  order  of  said  court  confirming  said  contract  Provided  that  in  case  the 
title  to  the  said  Valley  Road,  derived  by  said  contract  of  December  30th,  1870, 
and  the  aforesaid  assignment  of  leases  is  invaled  since  the  first  day  of  June, 
1875,  then  the  said  party  of  the  second  part,  or  their  predecessors  in  said  trust. 


are  to  have  and  make  no  claim  or  demand,  or  to  have  any  right  of  action  what¬ 
ever  therefor  against  said  Kntland  Railroad  Company,  or  any  other  person  or 
party,  except  to  receive  back  the  rents  paid  to  them  therefor  and  as  aforesaid. 

Article  5.  This  modification  of  the  agreement  aforesaid  is  to  be  ratified 
by  the  stockholders  of  said  Rutland,  and  Central  Vermont  Railroad  Companies 
as  soon  as  may  be,  and  the  party  of  the  second  part  shall  forthwith  procure  it 
to  be  ratified  and  confirmed  by  the  court  of  chancery  aforesaid,  upon  due  notice 
to  all  parties  interested  ;  and  until  so  ratified  and  confirmed,  it  shall  not  in  any 
way  affect  any  right  of  either  party  hereto,  or  defeat  any  legal  proceeding  now 
pending.  Upon  such  ratification  and  confirmation,  the  several  suits  and  peti¬ 
tions  brought,  one  in  favor  of  the  party  of  the  first  part,  two  by  James  S. 
Whitney,  and  one  by  James  W.  Emery  and  others,  and  all  pending'in  Franklin 
County  court  of  chancery,  and  the  suit  of  Sohier  and  Schultz  pending  in  the 
United  States  Circuit  court,  and  all  other  suits  and  petitions  relating  to  the 
existing  controversies  as  affecting  the  })ai  ties  hereto,  so  far  as  either  of  the 
parties  hereto  can  control  the  same,  are  to  be  discontinued  without  cost. 

Article  6.  Upon  the  ratification  of  this  agreement  by  the  stocklioldei's  of 
the  Rutland,  and  Central  Vermont  Railroad  Companies  respectively,  it  shall  be 
executed  in  duplicate  and  delivered,  and  full  settlement  had  of  the  rents  as 
herein  provided. 

Article  7.  The  confirmation  by  the  court  of  chancery  above  referred  to 
shall  be  procured  within  twenty  days  from  this  date,  and  the  notes  and  other 
securities  contemplated  to  be  executed  by  the  party  of  the  second  part,  (which 
in  the  mean  time  are  to  remain  In  escrow  in  the  National  Bank  of  Redemption 
in  the  city  of  Boston,)  shall  be  thereupon  delivered  to  the  party  of  the  first  part, 
and  all  cash  payments  then  due  shall  be  thereupon  made  to  the  party  of  the  first 
part — otherwise  this  contract  to  cease  and  be  of  no  effect. 

In  Testimony  Whereof,  the  said  Rutland  Railroad  Company  has  caused 
this  instrument  to  be  signed  by  their  President,  John  B.  Page,  thereto 
authorized,  who  has  hereto  set  his  hand  and  affixed  the  seal  of  said  Company, 
and  the  said  Central  Vermont  Railroad  Company,  Receiver  and  Manager,  as 
aforesaid,  have  also  caused  this  instrument  to  be  signed  by  their  President, 
J.  Gregory  Smith,  thereto  authorized,  who  has  hereto  set  his  hand  and 
affixed  the  seal  of  said  Company,  on  this  25th  day  of  February,  A.  D.  1876. 


